FIRST AMENDMENT TO OPTION AGREEMENT
THIS FIRST AMENDMENT TO OPTION AGREEMENT (this "Amendment") is
made and entered into as of the 28 day of January 1999 by and
among ADAMAR OF NEVADA, a Nevada corporation ("Purchaser"), the
parties designated on Exhibit A attached hereto and made a part
hereof (collectively, the "Xxxxx Group"), AZTAR CORPORATION, a
Delaware corporation ("Guarantor"), and HOTEL RAMADA OF NEVADA, a
Nevada corporation ("Lessee").
RECITALS
WHEREAS, Purchaser, the Xxxxx Group, Guarantor and Lessee have
entered into a certain Option Agreement dated as of February 2,
1998 (the "Option Agreement"), pursuant to which Purchaser obtained
an exclusive option to purchase the Interest and the Quitclaim
Interest (these, and all other capitalized terms used but not
otherwise defined herein, shall have the meanings ascribed thereto
in the Option Agreement).
WHEREAS, the parties hereto desire to amend the Option
Agreement upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto do hereby agree as follows.
1. Section 3 of the Option Agreement is hereby deleted in its
entirety, and inserted in lieu thereof is the following:
"3. Extension.
(A) Purchaser shall have a one-time right to extend the
Option Term (and, thereby, the Expiration Date) for an additional
eighteen (18) month period (the "Initial Extension Term"), i.e.,
through 11:59 pm on August 1, 2000 (the "Initial Extension Date"),
upon (i) payment by Purchaser to the Xxxxx Group of Two Million
Dollars ($2,000,000) (the "Initial Extension Fee") on or prior to
the Expiration Date, and (ii) notice (the "Initial Extension
Notice") to the Xxxxx Group in the form of the notice attached
hereto as Exhibit C-2 given at any time on or prior to the
Expiration Date. The Initial Extension Fee shall be (x) paid by
wire transfer of immediately available funds to the account
specified in Section 1 hereof or to an account otherwise designated
by the Xxxxx Group Representative (hereinafter defined), (y) earned
as of the date received by the Xxxxx Group and (z) non-refundable
and non-applicable to the Option Price in all events.
(B) Purchaser shall have an additional one-time right to
extend the Option Term (and, thereby, the Expiration Date) for an
additional eighteen (18) month period (the "Second Extension
Term"), i.e., through 11:59 pm on February 1, 2002 upon (i) payment
by Purchaser to the Xxxxx Group of One Million Dollars ($1,000,000)
(the "Second Extension Fee") on or prior to the Initial Extension
Date, and (ii) notice (the "Second Extension Notice") to the Xxxxx
Group in the form of the notice attached hereto as Exhibit C-3
given at any time on or prior to the Initial Extension Date. The
Second Extension Fee shall be (x) paid by wire transfer of
immediately available funds to the account specified in Section 1
hereof or to an account otherwise designated by the Xxxxx Group
Representative, (y) earned as of the date received by the Xxxxx
Group, and (z) non-refundable and non-applicable to the Option
Price in all events."
2. Section 4(A)(i)(b) of the Option Agreement is hereby deleted
in its entirety, and inserted in lieu thereof is the following:
"(b) One Hundred Nineteen Million Dollars
($119,000,000) by wire transfer to the Xxxxx Group of immediately
available funds to the account specified in Section 1 hereof or to
an account otherwise designated by the Xxxxx Group Representative,
or, at the Xxxxx Group's option as set forth in Section 6 hereof,
by transfer of cash and property in connection with a tax-deferred
transaction (the "Tax-Deferred Transaction"); provided, however,
that said One Hundred Nineteen Million Dollars ($119,000,000) shall
be reduced by (x) the amount of the Option Fee (i.e., Two Million
Dollars ($2,000,000)) if the Option Notice is served within the
Option Term and subsequent to the commencement of the Initial
Extension Term, but prior to the commencement of the Second
Extension Term (it being expressly understood and agreed to by
Purchaser that in the event Purchaser delivers the Initial
Extension Notice, the Initial Extension Fee shall not be applied in
reduction to the Option Price), or (y) the amount of three-quarters
of the Option Fee (i.e., One Million Five Hundred Thousand Dollars
($1,500,000)) if the Option Notice is served within the Option Term
but subsequent to the commencement of the Second Extension Term (it
being expressly understood and agreed to by Purchaser that in the
event Purchaser delivers the Second Extension Notice, the balance
of the Option Fee (i.e., Five Hundred Thousand Dollars ($500,000)),
and the Initial Extension Fee and the Second Extension Fee shall
not be applied in reduction to the Option Price) ((x) or (y), as
the case may be, the "Option Fee Adjustment"), and (z) the Xxxxxxx
Money Deposit to the extent the same is distributed to the Xxxxx
Group pursuant to the terms and conditions of the Escrow Agreement
(the "Xxxxxxx Money Deposit Adjustment"); provided further,
however, that in any such event, the transaction contemplated
hereby is in fact consummated pursuant to Section 6 hereof; or".
3. Exhibit C-2 to the Option Agreement is hereby deleted in its
entirety, and Exhibit C-2 attached hereto is substituted therefor.
4. Exhibit C-3 attached hereto is hereby inserted into the Option
Agreement after Exhibit C-2 thereof.
5. Exhibit E to the Option Agreement is hereby deleted in its
entirety, and Exhibit E attached hereto is substituted therefor.
6. Exhibit F to the Option Agreement is hereby deleted in its
entirety, and Exhibit F attached hereto is substituted therefor.
7. Section 1(H) to the Purchase Agreement attached as Exhibit D
to the Option Agreement is hereby deleted in its entirety and
inserted in lieu thereof is the following:
"H. Intentionally Deleted".
8. The following new Subsections 1(AH) through (AN) are hereby
added to the Purchase Agreement attached as Exhibit D to the Option
Agreement:
"AH. "Initial Extension Date" is defined in the Option.
AI. "Initial Extension Fee" is defined in the Option.
AJ. "Initial Extension Notice" is defined in the Option.
AK. "Initial Extension Term" is defined in the Option.
AL. "Second Extension Fee" is defined in the Option.
AM. "Second Extension Notice" is defined in the Option.
AN. "Second Extension Term" is defined in the Option."
9. Section 3(A)(iii) of the Purchase Agreement attached as
Exhibit D to the Option Agreement is hereby deleted in its entirety
and inserted in lieu thereof is the following:
"(iii) One Hundred Nineteen Million Dollars
($119,000,000) by wire transfer to the Xxxxx Group of immediately
available funds to First National Bank of Chicago, 0000 Xxxxx Xxxx,
Xxxxxxx, XX 00000 (for credit to Guarantee Associates L.L.C.,
Account No. 1115000227965, ABA No. 000000000) or to an account
otherwise designated by the Xxxxx Group Representative; provided,
however, that said One Hundred Nineteen Million Dollars
($119,000,000) shall be reduced by (x) the amount of the Option Fee
(i.e., Two Million Dollars ($2,000,000)) if the Option Notice is
served within the Option Term and subsequent to the commencement of
the Initial Extension Term, but prior to the commencement of the
Second Extension Term (it being expressly understood and agreed to
by Purchaser that in the event Purchaser delivers the Initial
Extension Notice, the Initial Extension Fee shall not be applied in
reduction to the Option Price), or (y) the amount of three-quarters
of the Option Fee (i.e., One Million Five Hundred Thousand Dollars
($1,500,000)) if the Option Notice is served within the Option Term
and subsequent to the commencement of the Second Extension Term (it
being expressly understood and agreed to by Purchaser that in the
event Purchaser delivers the Second Extension Notice, the balance
of the Option Fee (i.e., Five Hundred Thousand Dollars ($500,000)),
and the Initial Extension Fee and the Second Extension Fee shall
not be applied in reduction to the Option Price) ((x) or (y), as
the case may be, the "Option Fee Adjustment"), and (z) the Xxxxxxx
Money Deposit to the extent the same is distributed to the Xxxxx
Group pursuant to the terms and conditions of the Escrow Agreement
(the "Xxxxxxx Money Deposit Adjustment"); or".
10. All references to "this Agreement" in the Option Agreement, or
to the "Option" in the Purchase Agreement, shall be deemed to mean
the Option Agreement, as modified and amended hereby.
11. Notwithstanding anything to the contrary contained herein, the
parties hereto acknowledge that it shall be a condition precedent
to the effectiveness of this Amendment that Purchaser shall deliver
the Initial Extension Notice and the Initial Extension Fee to the
Xxxxx Group by wire transfer in immediately available funds to
First National Bank of Chicago, 0000 Xxxxx Xxxx, Xxxxxxx, XX 00000
(for credit to Guarantee Associates L.L.C., Account No.
1115000227965, ABA No. 000000000) on or before 2:00 PM Central
Standard Time on February 1, 1999, which Initial Extension Fee
shall be deemed earned as of the date of delivery thereof, and
shall be non-refundable and non-applicable to the Option Price in
all events.
12. Except as amended hereby, the Option Agreement shall be and
remain unchanged and in full force and effect in accordance with
its terms, and each and every one of the provisions of the Option
Agreement, as amended and modified by this Amendment, are hereby
adopted, ratified, confirmed and affirmed by each of the parties
hereto.
13. The agreements, terms, covenants and conditions contained
herein shall be binding upon, and shall inure to the benefit of,
the parties hereto, and their respective successors and permitted
assigns.
14. This Amendment may be executed in counterparts each of which
shall be deemed an original, but all of which, when taken together
shall constitute one and the same instrument. To facilitate the
execution of this Amendment, each of the parties hereto may execute
and exchange by telephone facsimile counterparts of the signature
pages, with each facsimile being deemed an "original" for all
purposes.
15. Notwithstanding anything herein to the contrary, each and all
of the representations, warranties, covenants, undertakings and
agreements in this Amendment made on the part of the Xxxxx Group,
as such, are made and intended not as personal representations,
warranties, covenants, undertakings and agreements by the trustees
that are signatories hereto or for the purpose or with the
intention of binding said trustees personally, but are made and
intended for the purpose of binding, and shall bind, only the trust
property, and this Amendment is executed and delivered by said
trustees not in their own right, but solely in the exercise of the
powers conferred upon them as trustees; no personal liability or
personal responsibility is assumed by, nor shall at any time be
asserted or enforceable against, the trustees, as such, or any of
the beneficiaries, as such, under any trust on account of this
Amendment or on account of any representation, warranty, covenant,
undertaking or agreement of the trustees in this Amendment
contained, either expressed or implied, any such personal liability
being expressly waived and released.
[EXECUTION PAGES FOLLOW.]
IN WITNESS WHEREOF, the undersigned have executed this First
Amendment to Option Agreement as of the day and year first above
written.
PURCHASER:
ADAMAR OF NEVADA, a Nevada
corporation
By: X.X. XXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
THE XXXXX GROUP:
XXXXXX XXXXXX
Xxxxxx Xxxxxx, not individually but
as Trustee of the Xxxx X. Xxxxxx
Capital Trust U/A/D June 17, 1985
XXXX XXXXXXX
Xxxx Xxxxxxx, not individually but
as Trustee of the Xxxx X. Xxxxxx
Capital Trust U/A/D June 17, 0000
XXXX X. XXXXXX
Xxxx X. Xxxxxx, not individually but
as Trustee of (1) the Xxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985
and (2) Xxx X. Xxxxx Capital Trust
U/A/D June 17, 1985
XXX X. XXXXX
Xxx X. Xxxxx, not individually but
as Trustee of (1) the Xxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985,
(2) the Xxxxx Xxxxx Xxxxxxx Capital
Trust U/A/D June 17, 1985, (3) the
Xxxxx Xxxxx Capital Trust U/A/D June
17, 1985, (4) the Xxxxx Xxxxx
Capital Trust U/A/D June 17, 1985
and (5) the Xxxxx Xxxxx Capital
Trust U/A/D June 17, 1985
XXXXXX XXXXXXX
Xxxxxx Xxxxxxx, not individually but
as Trustee of (1) the Xxxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985
and (2) the Xxxxxxx X. Xxxxxx, Xx.
Capital Trust U/A/D June 17, 1985
XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, not individually
but as Trustee of the Xxx Xxxxxx
Capital Trust U/A/D June 17, 1985
XXXX X. XXXXXXX
Xxxx X. Xxxxxxx, not individually
but as Trustee of (1) the Xxxxxx
Xxxxxxx Capital Trust U/A/D June 17,
1985 and (2) the Xxxxxxx X. Xxxxxx,
Xx. Capital Trust U/A/D June 17,
1985
XXXXXXX XXXXXX, JR.
Xxxxxxx X. Xxxxxx, Xx., not
individually but as Trustee of the
(1) the Xxxxx Xxxxx Xxxxxxx Capital
Trust U/A/D June 17, 1985, (2) the
Xxxxx Xxxxx Capital Trust U/A/D June
17, 1985, (3) the Xxxxx Xxxxx
Capital Trust U/A/D June 17, 1985,
(4) the Xxxxx Xxxxx Capital Trust
U/A/D June 17, 1985, (5) the Xxxxx
Xxxxxxx Capital Trust U/A/D June 17,
1985, (6) the Xxx Xxxxxx Capital
Trust U/A/D June 17, 1985 and (7)
the Xxxxxx Xxxxxxx Capital Trust
X/X/X Xxxx 00, 0000
XXXXXX:
HOTEL RAMADA OF NEVADA
By: X.X. XXXXXXXXX, XX.
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
GUARANTOR:
AZTAR CORPORATION
By: XXXX X. XXXXXXXXX
Name: Xxxx X. Xxxxxxxxx
Title: Treasurer
EXHIBIT A
MEMBERS OF THE XXXXX GROUP
Xxxx X. Xxxxxx Capital Trust U/A/D June 17, 1985
Xxxx Xxxxxxx Capital Trust U/A/D June 17, 1985
Xxx X. Xxxxx Capital Trust U/A/D June 17, 1985
Xxxxx Xxxxxxx Capital Trust U/A/D June 17, 1985
Xxx Xxxxxx Capital Trust U/A/D June 17, 1985
Xxxxxx Xxxxxxx Capital Trust U/A/D June 17, 1985
Xxxxxxx X. Xxxxxx, Xx. Capital Trust X/X/X Xxxx 00, 0000
Xxxxx Xxxxx Xxxxxxx Capital Trust X/X/X Xxxx 00, 0000
Xxxxx Xxxxx Capital Trust U/A/D June 17, 1985
Xxxxx Xxxxx Capital Trust U/A/D June 17, 1985
Xxxxx Xxxxx Capital Trust U/A/D June 17, 1985
EXHIBIT C-2
INITIAL EXTENSION NOTICE
, 19
[Name of Xxxxx Group Representative]
[Address]
[Address]
[Address]
Re: Initial Extension Notice pursuant to Option
Agreement (the "Option Agreement") dated the 2nd
day of February, 1998 by and between Adamar of
Nevada (Purchaser), the parties comprising the
Xxxxx Group (as defined in the Option Agreement),
Aztar Corporation and Hotel Ramada of Nevada, as
amended
Dear [Name of Xxxxx Group Representative]:
Please be advised that this letter shall serve as Purchaser's
notice to the Xxxxx Group that Purchaser is extending to August 1,
2000 its Option (as defined in the Option Agreement) to purchase
the Interest and the Quitclaim Interest (as such terms are defined
in the Option Agreement) from the Xxxxx Group. Purchaser has wired
or shall wire the Initial Extension Fee (as defined in the Option
Agreement) in accordance with the terms of the Option Agreement.
PURCHASER:
ADAMAR OF NEVADA
By:
Name:
Title:
EXHIBIT C-3
SECOND EXTENSION NOTICE
, 19
[Name of Xxxxx Group Representative]
[Address]
[Address]
[Address]
Re: Second Extension Notice pursuant to Option
Agreement (the "Option Agreement") dated the 2nd
day of February, 1998 by and between Adamar of
Nevada ("Purchaser"), the parties comprising the
Xxxxx Group (as defined in the Option Agreement),
Aztar Corporation and Hotel Ramada of Nevada, as
amended
Dear [Name of Xxxxx Group Representative]:
Please be advised that this letter shall serve as Purchaser's
notice to the Xxxxx Group that Purchaser is extending to February
1, 2002 its Option (as defined in the Option Agreement) to purchase
the Interest and the Quitclaim Interest (as such terms are defined
in the Option Agreement) from the Xxxxx Group. Purchaser has wired
or shall wire the Second Extension Fee (as defined in the Option
Agreement) in accordance with the terms of the Option Agreement.
PURCHASER:
ADAMAR OF NEVADA
By:
Name:
Title:
EXHIBIT E
AMENDED AND RESTATED MEMORANDUM OF OPTION AGREEMENT
This AMENDED AND RESTATED MEMORANDUM OF OPTION AGREEMENT
(this "Memorandum"), dated as of January 28, 1999, for reference
purposes only, is by and between ADAMAR OF NEVADA, a Nevada
corporation ("Purchaser"), and the parties designated on Exhibit A
attached hereto and made a part hereof (hereinafter collectively
called the "Xxxxx Group"). Purchaser and the Xxxxx Group are
sometimes hereinafter referred to as "the parties."
W I T N E S S E T H :
WHEREAS, Purchaser and the Xxxxx Group are partners in a
partnership (the "Partnership") known as Tropicana Enterprises and
formed pursuant to that certain Amended and Restated Partnership
Agreement dated as of November 1, 1984, as amended, clarified and
supplemented by the letter agreement dated as of November 19, 1984,
the First Amendment thereto dated as of June 19, 1985, the letter
agreement dated as of December 15, 1987 and the Second Amendment
thereto dated as of December 20, 1989 (collectively, as such may be
further amended, clarified and supplemented from time to time, the
"Partnership Agreement"); and
WHEREAS, the Partnership owns certain real property
located in the County of Xxxxx, State of Nevada, commonly known as
the Tropicana Hotel/Casino in Las Vegas, Nevada and more
particularly described in Exhibit B attached hereto and made a part
hereof (the "Land"), together with improvements ("Improvements")
and certain personal property located thereon (the Land,
Improvements and personal property hereinafter collectively
referred to as the "Tropicana Hotel/Casino"); and
WHEREAS, the Partnership has leased the Tropicana
Hotel/Casino to Hotel Ramada of Nevada ("Lessee"), a Nevada
corporation, under that certain amended and Restated Lease
(Tropicana Hotel/Casino) dated as of November 1, 1984, as amended,
clarified and supplemented by the First Amendment thereto dated as
of January 1, 1986, the letter agreement clarifying "Maximum
Encumbrance Ceiling" dated as of April 15, 1986, the letter
agreement captioned "Memorandum of Date of Completion of
Construction under Amended and Restated Lease (Tropicana
Hotel/Casino)" dated as of April 15, 1986, and the Second Amendment
thereto dated as of December 20, 1989 (collectively, as such may be
further amended, clarified and supplemented from time to time, the
"Lease"); and
WHEREAS, pursuant to that certain Option Agreement dated
as of February 2, 1998, among Purchaser, the Xxxxx Group and
certain other parties, as amended by that certain First Amendment
to Option Agreement dated as of January 28, 1999 (as such may be
further amended, clarified and supplemented from time to time, the
"Option"), the Xxxxx Group has granted Purchaser an exclusive
option to purchase the Xxxxx Group's interests in, inter alia, the
Partnership, the Tropicana Hotel/Casino and the Lease, as such
interests are held by the Xxxxx Group and as more particularly set
forth in the Option; and
WHEREAS, Purchaser and the Xxxxx Group desire to record
this Memorandum in order that third parties may have notice of the
existence of the Option.
NOW, THEREFORE:
1. The term of the Option is from the date hereof through 11:59
p.m. of August 1, 2000.
2. Purchaser has certain rights to extend the Option through
11:59 p.m. of February 1, 2002.
3. The parties hereto shall promptly sign such documents and
instruments and take such further actions as are reasonably
necessary to confirm the extension of the Option.
4. In the event of a conflict between this Memorandum and any of
the terms and conditions of the Option, the terms and
conditions of the Option shall govern and nothing herein shall
be construed to be a modification or amendment to any of such
terms and conditions.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this Amended
and Restated Memorandum of Option Agreement as of the day and year
first above written.
PURCHASER:
ADAMAR OF NEVADA, a Nevada
corporation
By:
Name:
Title:
THE XXXXX GROUP:
Xxxxxx Xxxxxx, not individually but
as Trustee of the Xxxx X. Xxxxxx
Capital Trust X/X/X Xxxx 00, 0000
Xxxx Xxxxxxx, not individually but
as Trustee of the Xxxx X. Xxxxxx
Capital Trust U/A/D June 17, 1985
Xxxx X. Xxxxxx, not individually but
as Trustee of (1) the Xxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985
and (2) Xxx X. Xxxxx Capital Trust
U/A/D June 17, 1985
Xxx X. Xxxxx, not individually but
as Trustee of (1) the Xxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985,
(2) the Xxxxx Xxxxx Xxxxxxx Capital
Trust U/A/D June 17, 1985, (3) the
Xxxxx Xxxxx Capital Trust U/A/D June
17, 1985, (4) the Xxxxx Xxxxx
Capital Trust U/A/D June 17, 1985
and (5) the Xxxxx Xxxxx Capital
Trust U/A/D June 17, 1985
Xxxxxx Xxxxxxx, not individually but
as Trustee of (1) the Xxxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985
and (2) the Xxxxxxx X. Xxxxxx, Xx.
Capital Trust U/A/D June 17, 1985
Xxxxxxx X. Xxxxxx, not individually
but as Trustee of the Xxx Xxxxxx
Capital Trust U/A/D June 17, 1985
Xxxx X. Xxxxxxx, not individually
but as Trustee of (1) the Xxxxxx
Xxxxxxx Capital Trust U/A/D June 17,
1985 and (2) the Xxxxxxx X. Xxxxxx,
Xx. Capital Trust U/A/D June 17,
1985
Xxxxxxx X. Xxxxxx, Xx., not
individually but as Trustee of the
(1) the Xxxxx Xxxxx Xxxxxxx Capital
Trust U/A/D June 17, 1985, (2) the
Xxxxx Xxxxx Capital Trust U/A/D June
17, 1985, (3) the Xxxxx Xxxxx
Capital Trust U/A/D June 17, 1985,
(4) the Xxxxx Xxxxx Capital Trust
U/A/D June 17, 1985, (5) the Xxxxx
Xxxxxxx Capital Trust U/A/D June 17,
1985, (6) the Xxx Xxxxxx Capital
Trust U/A/D June 17, 1985 and (7)
the Xxxxxx Xxxxxxx Capital Trust
U/A/D June 17, 1985
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________,
_____________________________ of Adamar of Nevada, a Nevada
corporation, on behalf of said corporation.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
EXHIBIT F
MEMORANDUM OF TERMINATION OF OPTION AGREEMENT
This MEMORANDUM OF TERMINATION OF OPTION AGREEMENT (this
Memorandum"), dated , 199 , for reference
purposes only, is by and between ADAMAR OF NEVADA, a Nevada
corporation ("Purchaser"), and the parties designated on Exhibit A
attached hereto and made a part hereof (hereinafter collectively
called the "Xxxxx Group"). Purchaser and the Xxxxx Group are
sometimes hereinafter referred to as "the parties."
W I T N E S S E T H:
WHEREAS, Purchaser and the Xxxxx Group are partners in a
partnership (the "Partnership") known as Tropicana Enterprises and
formed pursuant to that certain Amended and Restated Partnership
Agreement dated as of November 1, 1984, as amended, clarified and
supplemented the letter agreement dated as of November 19, 1984,
the First Amendment thereto dated as of June 19, 1985, the letter
agreement dated as of December 15, 1987 and the Second Amendment
thereto dated as of December 20, 1989 (collectively, as such may be
further amended, clarified and supplemented from time to time, the
"Partnership Agreement"); and
WHEREAS, the Partnership owns certain real property located in
the County of Xxxxx, State of Nevada, commonly known as the
Tropicana Hotel/Casino in Las Vegas, Nevada and more particularly
described in Exhibit B attached hereto and made a part hereof (the
"Land"), together with improvements ("Improvements") and certain
personal property located thereon (the Land, Improvements and
personal property hereinafter collectively referred to as the
"Tropicana Hotel/Casino"); and
WHEREAS, the Partnership has leased the Tropicana Hotel/Casino
to Hotel Ramada of Nevada ("Lessee"), a Nevada corporation, under
that certain Amended and Restated Lease (Tropicana Hotel/Casino)
dated as of November 1, 1984, as amended, clarified and
supplemented by the First Amendment thereto dated as of January 1,
1986, the letter agreement clarifying "Maximum Encumbrance Ceiling"
dated as of April 15, 1986, the letter agreement captioned
"Memorandum of Date of Completion of construction under Amended and
Restated Lease (Tropicana Hotel/Casino)" dated as of April 15,
1986, and the Second Amendment thereto dated as of December 20,
1989 (collectively, as such may be further amended, clarified and
supplemented from time to time, the "Lease"); and
WHEREAS, pursuant to that certain Option Agreement dated as of
February 2, 1998, among Purchaser, the Xxxxx Group and certain
other parties, as amended by that certain First Amendment to Option
Agreement dated as of January 28, 1999, (as such may be further
amended, clarified and supplemented from time to time, the
"Option"), the Xxxxx Group granted Purchaser an exclusive option to
purchase the Xxxxx Group's interests in, inter alia, the
Partnership, the Tropicana Hotel/Casino and the Lease, as such
interests are held by the Xxxxx Group and as more particularly set
forth in the Option; and
WHEREAS, the Option has terminated; and
WHEREAS, Purchaser and the Xxxxx Group desire to record this
Memorandum in order that third parties may have notice of the
existence of said termination.
NOW, THEREFORE:
1. The Option terminated as of the day and year first above
written.
2. The Option is of no further force or effect.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this
Memorandum of Termination of Option Agreement as of the day and
year first above written.
PURCHASER:
ADAMAR OF NEVADA, a Nevada
corporation
By:
Name:
Title:
THE XXXXX GROUP:
Xxxxxx Xxxxxx, not individually but
as Trustee of the Xxxx X. Xxxxxx
Capital Trust X/X/X Xxxx 00, 0000
Xxxx Xxxxxxx, not individually but
as Trustee of the Xxxx X. Xxxxxx
Capital Trust U/A/D June 17, 1985
Xxxx X. Xxxxxx, not individually but
as Trustee of (1) the Xxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985
and (2) Xxx X. Xxxxx Capital Trust
U/A/D June 17, 1985
Xxx X. Xxxxx, not individually but
as Trustee of (1) the Xxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985,
(2) the Xxxxx Xxxxx Xxxxxxx Capital
Trust U/A/D June 17, 1985, (3) the
Xxxxx Xxxxx Capital Trust U/A/D June
17, 1985, (4) the Xxxxx Xxxxx
Capital Trust U/A/D June 17, 1985
and (5) the Xxxxx Xxxxx Capital
Trust U/A/D June 17, 1985
Xxxxxx Xxxxxxx, not individually but
as Trustee of (1) the Xxxxx Xxxxxxx
Capital Trust U/A/D June 17, 1985
and (2) the Xxxxxxx X. Xxxxxx, Xx.
Capital Trust U/A/D June 17, 1985
Xxxxxxx X. Xxxxxx, not individually
but as Trustee of the Xxx Xxxxxx
Capital Trust U/A/D June 17, 1985
Xxxx X. Xxxxxxx, not individually
but as Trustee of (1) the Xxxxxx
Xxxxxxx Capital Trust U/A/D June 17,
1985 and (2) the Xxxxxxx X. Xxxxxx,
Xx. Capital Trust U/A/D June 17,
1985
Xxxxxxx X. Xxxxxx, Xx., not
individually but as Trustee of the
(1) the Xxxxx Xxxxx Xxxxxxx Capital
Trust U/A/D June 17, 1985, (2) the
Xxxxx Xxxxx Capital Trust U/A/D June
17, 1985, (3) the Xxxxx Xxxxx
Capital Trust U/A/D June 17, 1985,
(4) the Xxxxx Xxxxx Capital Trust
U/A/D June 17, 1985, (5) the Xxxxx
Xxxxxxx Capital Trust U/A/D June 17,
1985, (6) the Xxx Xxxxxx Capital
Trust U/A/D June 17, 1985 and (7)
the Xxxxxx Xxxxxxx Capital Trust
U/A/D June 17, 1985
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________,
_____________________________ of Adamar of Nevada, a Nevada
corporation, on behalf of said corporation.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 199___ by ___________________, trustee
of _____________________________, on behalf of said trust.
Notary Public
[SEAL]
